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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 40-F

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|o |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934   
|  |  |                                                                                        
|x |  | ANNUAL REPORT
PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

|                                             |  |                              
|-------------------------------------------- |  | -----------------------------
|For the fiscal year ended
December 31, 2002. |  | Commission file number 1-4307

Husky Energy Inc.

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|                                                                         |  |                                                               |  |                                                       
|------------------------------------------------------------------------ |  | ------------------------------------------------------------- |  | ------------------------------------------------------
|Canada
(Province or other jurisdiction of incorporation or organization) |  | 1311
(Primary Standard Industrial Classification Code Number) |  | Not
applicable.
(I.R.S. EmployerIdentification Number)

770  8 Avenue S.W.
PO Box 6525 Station D
Calgary, Alberta, Canada T2P 3G7
(403) 298-6111
(Address and telephone number of Registrants principal executive offices)

CT Corporation System
111 Eighth Avenue, New York, New York 10011(212) 894-8400
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

None

Securities registered or to be registered pursuant to
Section 12(g) of the Act:

None

Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:

6.25% Notes due 2012

For annual reports, indicate by check mark the information filed with this Form:

|                            |  |                                        
|--------------------------- |  | ---------------------------------------
|x   Annual information form |  | x   Audited annual financial statements

Indicate the number of outstanding shares of each
of the issuers classes of capital or
common stock as of the close of the period covered by the annual
report:

The Registrant had 417,873,601
Common Shares outstanding at December 31, 2002

Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the Exchange Act). If Yes is marked, indicate the filing number assigned
to the Registrant in connection with such Rule.

|        |  |       
|------- |  | ------
|o   Yes |  | x   No

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to filing requirements for
the past 90 days.

|        |  |       
|------- |  | ------
|x   Yes |  | o   No



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PRIOR FILINGS MODIFIED AND SUPERSEDED

The Registrants Annual Report on Form 40-F for the year ended December
31, 2002, at the time of filing with the Securities and Exchange Commission,
modifies and supersedes all prior documents filed pursuant to Sections 13, 14
and 15(d) of the Exchange Act for purposes of any offers or sales of any
securities after the date of such filing pursuant to any Registration Statement
under the Securities Act of 1933 which incorporates by reference such Annual
Report, including without limitation the Registrants Registration Statement on
Form F-9, No. 333-89714.

CONSOLIDATED AUDITED ANNUAL FINANCIAL STATEMENTS AND MANAGEMENTS DISCUSSION AND ANALYSIS



|A. |  | Audited Annual Financial Statements
|-- |  | -----------------------------------

For consolidated audited financial statements, including the report of
independent chartered accountants with respect thereto, see pages 60 through 86
of the Registrants 2002 Annual Report attached hereto and included herein.
For a reconciliation of important differences between Canadian and United
States generally accepted accounting principles, see Note 16 of the Notes to
the Consolidated Financial Statements on pages 80 through 86 of such 2002
Annual Report.



|B. |  | Managements Discussion and Analysis
|-- |  | ------------------------------------

For managements discussion and analysis, see pages 33 through 58 of the
Registrants 2002 Annual Report attached hereto and included herein.

For the purposes of this Annual Report on Form 40-F, only pages 32 through
86 of the Registrants 2002 Annual Report referred to above shall be deemed
filed, and the balance of such 2002 Annual Report, except as it may be
otherwise specifically incorporated by reference in the Registrants Annual
Information Form, shall be deemed not filed with the Securities and Exchange
Commission as part of this Annual Report on Form 40-F under the Exchange Act.

CONTROLS AND PROCEDURES

See Exhibit No. 4, Managements Discussion and Analysis of the Registrant
for the year ended December 31, 2002, to this Annual Report on Form 40-F.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS



| | A. |  | Undertaking
| | -- |  | -----------

The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when required to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the





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securities in relation to which the obligation to file an annual report on
Form 40-F arises; or transactions in said securities.



| | B. |  | Consent to Service of Process
| | -- |  | -----------------------------

A Form F-X signed by the Registrant and its agent for service of process
was filed with the Commission together with the Registrants Annual Report on
Form 40-F for the fiscal year ended December 31, 2001.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the Registrant certifies
that it meets all of the requirements for filing on Form 40-F and has duly
caused this annual report to be signed on its behalf by the undersigned,
thereto duly authorized.

|               |  |                   |  |                                                                                                    
|-------------- |  | ----------------- |  | ---------------------------------------------------------------------------------------------------
|               |  | Husky Energy Inc.
|              
|              
|              
|March 26, 2003 |  | By:               |  | /s/ Neil D. McGeeName:  Neil D. McGee
Title:    Vice President & Chief Financial Officer           
|              
|              
|               |  | By:               |  | /s/ James D. GirgulisName:  James D. Girgulis
Title:    Vice President, Legal & Corporate Secretary





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CERTIFICATIONS

I, John C.S. Lau, certify that:



|1. |  | I have reviewed this annual report on Form 40-F of Husky Energy Inc.;                                                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal
controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: March 26, 2003

/s/ John C.S. Lau

John C.S. Lau
President & Chief Executive Officer





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I, Neil D. McGee, certify that:



|1. |  | I have reviewed this annual report on Form 40-F of Husky Energy Inc.;                                                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: March 26, 2003

/s/ Neil D. McGee

Neil D. McGee
Vice President & Chief Financial Officer





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Form 40-F Table of Contents

|            |  |                                                                                                                                                                                
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document                                                                                                                                                                       
|            |  |                                                                                                                                                                                
|1.          |  | Renewal Annual Information Form of the Registrant for the fiscal year
ended December 31, 2002.                                                                                 
|            |  |                                                                                                                                                                                
|2.          |  | Consolidated Financial Statements of the Registrant for the year ended
December 31, 2002, including a reconciliation to United States generally
accepted accounting principles.
|            |  |                                                                                                                                                                                
|3.          |  | Managements Discussion and Analysis of the Registrant for the year ended
December 31, 2002.                                                                                   
|            |  |                                                                                                                                                                                
|4.          |  | Reconciliation of reserves information set forth on page 91 of the
Registrants 2002 Annual Report.1                                                                           
|            |  |                                                                                                                                                                                
|5.          |  | Wells drilled information set forth on page 48 of the Registrants 2002
Annual Report.2                                                                                        
|            |  |                                                                                                                                                                                
|6.          |  | Consent of KPMG LLP, independent accountants.                                                                                                                                  
|            |  |                                                                                                                                                                                
|7.          |  | Consent of McDaniel and Associates Consultants Ltd., independent
engineers.                                                                                                    
|            |  |                                                                                                                                                                                
|8.          |  | Certificate of Principal Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                           
|            |  |                                                                                                                                                                                
|9.          |  | Certificate of Principal Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                           



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|1 |  | Need be included only to the extent such information is incorporated by
reference into the AIF.
|- |  | -----------------------------------------------------------------------------------------------
| 
|2 |  | Need be included only to the extent such information is incorporated by
reference into the AIF.